Consents and Acknowledgments Clause Samples

Consents and Acknowledgments. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for acceptances to the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related ballots approved by the Bankruptcy Court and in accordance with applicable law, and will be subject to sections 1125, 1126 and 1127 of the Bankruptcy Code.

Consents and Acknowledgments. Borrowers shall have obtained all consents, approvals and acknowledgments which may be required with respect to the execution, delivery and performance of this Amendment.

Consents and Acknowledgments. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Consenting Creditors will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law, and will be subject to sections 1125, 1126, and 1127 of the Bankruptcy Code. This Agreement does not constitute, and shall not be deemed to constitute, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (or any other federal, state, or provincial law or regulation).

Consents and Acknowledgments. The Tender and Paying Agent hereby acknowledges receipt of (i) the Amendment to the Articles Supplementary, dated as of April 23, 2013 and (ii) the Amendment to Notice of Special Rate Period, dated as of April 23, 2013, attached hereto as Exhibits A and B, respectively.

Consents and Acknowledgments. Each Party irrevocably acknowledges and agrees that this Amended Agreement does not constitute an offer to issue or sell securities to any Person, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful.

Consents and Acknowledgments. 2.1 The Lender hereby: (a) consents to the AMC Sale on the terms and conditions set forth in the AMC Asset Purchase Agreement and this Amendment and Consent; (b) consents to the use of proceeds of the AMC Sale as set forth on Schedule 2.1(b) attached to this Amendment and Consent (including (i) the purchase of all of the Equity Interests of the Borrower owned by C3Capital for an amount not to exceed $900,000, and (ii) the payment in full all of the issued and outstanding Subordinated Debt of the Borrower in an amount not to exceed $4,050,000); and (c) consents to the release, on the AMC Closing Date, of the Liens held by the Lender on the AMC Purchased Assets, subject to the receipt by the Lender of: (i) a certificate signed by a Designated Officer of the Borrower, dated as of the AMC Closing Date: (1) certifying that attached thereto is a true and complete copy of the final, executed AMC Asset Purchase Agreement, including all Exhibits and Schedules thereto, and certifying that the AMC Asset Purchase Agreement has not been amended or modified; (2) certifying that attached thereto is a true and complete copy of the final, executed Stock Repurchase Agreement, dated the AMC Closing Date, between the Borrower and C3Capital (the “Stock Repurchase Agreement”), including all Schedules thereto, and certifying that the Stock Repurchase Agreement has not been amended or modified; (3) certifying that attached thereto is a true and complete itemized list of the uses of the AMC Purchase Price, which uses shall be consistent with, and not exceed the amounts permitted under, this Amendment and Consent; (4) certifying that all regulatory consents and approvals for the AMC Sale have been obtained or waived and all waiting periods with respect thereto have expired and all consents set forth in Schedule 6.2(d) to the AMC Asset Purchase Agreement have been obtained or waived; (5) certifying there exists no injunction or temporary restraining order which would prohibit the consummation of the AMC Sale or the disbursement to the Lender of the amounts required under this Amendment and Consent; (6) certifying that all conditions to the consummation of the AMC Sale in accordance with the AMC Asset Purchase Agreement have been satisfied or waived other than the payment of the AMC Purchase Price; (7) certifying that attached thereto is a true and correct Borrowing Base Certificate, as of the AMC Closing Date, which gives pro forma effect to the AMC Sale, and which shall be in form ...

Consents and Acknowledgments. The Fund hereby consents to the Tender and Paying Agent entering into the Amendment, dated as of June 20, 2012, to the VRDP Shares Purchase Agreement, dated as of April 21, 2011, between the Tender and Paying Agent and the Liquidity Provider (the “VRDP Shares Purchase Agreement Amendment”) and the Fund certifies that the VRDP Shares Purchase Agreement Amendment is permitted by the Charter, including the Articles Supplementary.

Consents and Acknowledgments. (a) Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. (b) By executing this Agreement, each Consenting Creditor forbears from exercising remedies with respect to any “Default” or “Event of Default” as defined under the Existing Funded Debt Documents contemplated by, arising from, or related to the Company’s entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement (including the Definitive Documents and the Transaction, respectively), and agrees to direct the Agent or Trustees to not exercise remedies to the extent that any other creditor directs the Agent or Trustees to exercise such remedies; it being understood and agreed that this waiver shall be terminated and be without any further force and effect upon the termination of this Agreement without the occurrence of the Closing Date. (c) Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Party acknowledges, agrees, and represents to the other Parties that it (i) (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act, (B) not a U.S. person as defined in Regulation S of the Securities Act or (C) an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act; (ii) has such knowledge and experience in financial and business matters that such Party is capable of evaluating the merits and risks of the securities to be acquired by it pursuant to the Transaction and understands and is able to bear any economic risks with such investment; (iii) has been afforded the opportunity to ask questions and receive answers concerning the Company and to obtain additional information that it has requested to verify such information; (iv) is acquiring the securities contemplated by this Agreement for investment for its own account, and not with the view to or for distribution or resale in violation of the Securities Act and any applicable state securities or “blue sky” Laws, and has no present intention of...

Consents and Acknowledgments. The Company and the user agree to, and acknowledge, the following: 1. The Service includes: collecting and making payments for actual transactions as an agent, accepting deposits of funds as stored value funds, and transferring funds between e-payment accounts or other businesses approved by the competent authority. The Company provides all, or part of, the Service as applied for by the user or in accordance with the scope of business permitted by law. 2. The Company shall be responsible for disputes arising from the provision of the Services under this Contract, whereas disputes arising out of other transactions between users that are unrelated to the Service will be dealt with according to the legal relationship between the users. 3. The Company and the user may use electronic documents as a declaration of intent. The validity of such electronic document shall be the same as a written document, provided that the content of the electronic document can be presented in its integrity, is sufficient for identification purpose, and can remain accessible for future reference. 4. When the user makes a withdrawal from its e-payment account, the Company will not pay in cash, but shall transfer the withdrawn funds into a same-currency bank deposit account of the user. 5. The ownership and utilization of interest or other income earned from funds of the user that are deposited in a dedicated deposit account shall be determined in accordance with applicable rules and regulations. 6. The user shall not use the Service in an illegal manner, nor shall the user provide its e-payment account for illegal use. In case of violation, the user shall assume the legal consequences thereof. 7. When the user has opened more than one e-payment account at the Company, the amounts of payment received and made by respective accounts shall not exceed the limit set out for that type of account, whereas the total limits on those accounts combined shall not exceed the highest limit set for e-payment accounts registered and opened by the user. 8. The Company’s policy for users’ payment refund is as follows: the money will be returned to the original e-payment account, but the balance of stored value shall still be in accordance with Paragraph 2 of Article 6 hereof; if the Company is unable to handle the refund operation as described above, the refund will not be paid in cash; instead, the user shall provide his/her own deposit account, and the Company will transfer the refund to such depos...